Secondment Agreement (2007)Full Document 

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THIS AGREEMENT, dated as of March 6, 2007 (the “Secondment Agreement”) by and between HUNGARIAN TELEPHONE AND CABLE CORP., a corporation organized under the laws of the state of Delaware (“HTCC”), and TDC A/S, a company organized under the laws of Denmark (“TDC”).

WHEREAS, the parties have determined that it is appropriate and in the interests of both of them for TDC to second the services of TORBEN V. HOLM (the “Principal”) to HTCC upon the terms set forth herein; and

WHEREAS, in accordance with the foregoing, the services of the Principal have been made available to HTCC since May 2005 on the basis that TDC would be compensated for making such services available as confirmed in this Secondment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto confirm their mutual agreement with respect to the secondment of the services of the Principal to HTCC as follows:

1. Secondment. (a) TDC and HTCC acknowledge and confirm that since May 2005 the Principal has been, and continuing in the future as provided herein the Principal shall be, seconded by TDC to HTCC, where he has served since May 2005 and will continue to serve as President and CEO of HTCC. The Principal shall also serve as an officer or director of any direct or indirect subsidiary of HTCC as he may be requested so to serve by HTCC’s board of directors (the “Board”). TDC shall require that, in any such position, the Principal shall perform such services as the Board and the board of directors of any such subsidiary, respectively, shall reasonably request, in a manner consistent with the reasonable policies of HTCC or any such subsidiary notified to the Principal. In any such position, the Principal shall be an employee of TDC and shall not be an employee of HTCC. TDC shall use its reasonable endeavors to cause the Principal to resign all such positions upon the termination of his secondment hereunder.

(b) So long as the Principal is an employee of TDC, during the Term, TDC shall require the Principal to provide services to HTCC and its subsidiaries pursuant to this Secondment Agreement on a substantially full-time basis.

2. Term of Secondment. The Principal’s secondment under this Secondment Agreement shall not have a fixed term, but may be canceled (i) by mutual consent of HTCC and TDC at any time, (ii) unilaterally by HTCC upon the decision of a majority of the independent members of the Board, (iii) unilaterally by TDC with advance written notice of at least 30 days, (iv) with immediate effect in the event of the termination of the Principal’s employment with TDC (regardless of the reason therefore), (v) unilaterally by TDC at any time if TDC ceases to own, directly or indirectly, at least a majority of the outstanding common stock of HTCC or (vi) by either HTCC or TDC in the event the other party materially breaches its obligations under this

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